UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
Catalyst Semiconductor, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: ¨ |
| (2) | Aggregate number of securities to which transaction applies: ¨ |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ¨ |
| (4) | Proposed maximum aggregate value of the transaction: ¨ |
| (5) | Total fee paid: ¨ |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
| Filed by Catalyst Semiconductor, Inc. Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Catalyst Semiconductor, Inc. Commission File No.: 000-21488 |
 Employee Presentation • July 2008 |
 Employee Presentation • July 2008 Safe Harbor Statement and Non-GAAP Financial Measure Information During the course of this presentation, ON Semiconductor may make projections or
other forward-looking statements regarding future events or its future
financial performance. The words “estimate,” “intend,” “expect,” “plan,” “should” or similar expressions are intended to identify forward-looking statements. ON
Semiconductor wishes to caution that such statements are subject to risks
and uncertainties that could cause actual events or results to differ
materially. Important factors relating to our business, including
factors that could cause actual results to differ from our forward- looking statements, are described in our Form 10-K and other filings with the
SEC. ON Semiconductor assumes no obligation to update
forward-looking statements to reflect actual results or changed
assumptions or other factors. Some data in this presentation may include
non-GAAP financial measures. You can find reconciliations of these
non-GAAP financial measures to the most directly comparable measures
under generally accepted accounting principles within the following
presentation at our website (http://www.onsemi.com) at the “Investors” section under the category “Annual Reports/Financial Releases.”
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 Employee Presentation • July 2008 This document contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements related to the benefits of the proposed transaction between ON Semiconductor Corporation (“ON”) and Catalyst
Semiconductor, Inc. (“Catalyst Semiconductor”) and the future
financial performance of ON. These forward-looking statements are based on information available to ON and Catalyst Semiconductor as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could
cause actual results to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond ON’s or Catalyst Semiconductor’s control. In
particular, such risks and uncertainties include difficulties encountered in
integrating merged businesses; the risk that the transaction does not close, including the risk that the requisite stockholder and regulatory approvals may not be obtained; the variable demand and the aggressive pricing environment for semiconductor products; dependence on each
company’s ability to successfully manufacture in increasing volumes on
a cost-effective basis and with acceptable quality for its current products; the adverse impact of competitive product announcements; revenues and operating performance;
changes in overall economic conditions; the cyclical nature of the
semiconductor industry; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks;
availability of raw materials; competitors' actions; pricing and gross
margin pressures; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses; significant
litigation; risks associated with acquisitions and dispositions; risks
associated with leverage and restrictive covenants in debt agreements; risks associated with international operations; the threat or occurrence of international
armed conflict and terrorist activities both in the United States and
internationally; risks and costs associated with increased and new regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002); and risks involving environmental or other
governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements
is contained in ON’s Annual Report on Form 10-K as filed with the
Securities and Exchange Commission (the “SEC”) on February 12, 2008, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of ON’s SEC filings,
and Catalyst Semiconductor’s Annual Report on Form 10-K as filed
with the SEC on July 3, 2008, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of Catalyst Semiconductor SEC filings. These forward-looking
statements should not be relied upon as representing ON’s or Catalyst
Semiconductor’s views as of any subsequent date and neither undertake any obligation to update forward-looking statements to reflect events or circumstances after the
date they were made. |
 Employee Presentation • July 2008 This communication is being made in respect of the proposed transaction involving ON and
Catalyst Semiconductor. In connection with the proposed transaction, ON
plans to file with the SEC a Registration Statement on Form S-4
containing a Proxy Statement of Catalyst Semiconductor and a Prospectus of ON and each of ON and Catalyst Semiconductor plan to file with the SEC other documents regarding the proposed transaction. The definitive Proxy Statement/ Prospectus will be mailed to stockholders of Catalyst Semiconductor.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC by ON
and Catalyst Semiconductor through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus (when available) and other documents filed with the SEC from ON by directing a request to ON
Semiconductor Corporation, 5005 East McDowell Road, Phoenix, AZ, 85008, Attention: Investor Relations (telephone: (602) 244-3437) or going to ON’s corporate website at www.onsemi.com, or from Catalyst Semiconductor by directing a
request to Catalyst Semiconductor, Inc., 2975 Stender Way, Santa Clara, CA 94054, Attention: Investor Relations (telephone:408-542- 1000) or going to Catalyst Semiconductor’s corporate website at www.catsemi.com.
ON and Catalyst Semiconductor, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding ON’s directors and executive officers is contained in its annual proxy statement filed with the SEC on
April 4, 2008. Information regarding Catalyst Semiconductor’s directors
and executive officers is contained in Catalyst Semiconductor’s annual proxy statement filed with the SEC on August 24, 2007. Additional information regarding
the interests of such potential participants will be included in the Proxy
Statement/Prospectus and the other relevant documents filed with the SEC (when available). |
 Employee Presentation • July 2008 • Why is ON Semiconductor Acquiring Catalyst Semiconductor • About ON Semiconductor • Organization Overview and Common Questions • Expectations and FAQs • Employee Resources Agenda |
 Employee Presentation • July 2008 - The acquisition of Catalyst Semiconductor will add to ON Semiconductor’s high gross
margin analog and mixed signal products offerings - Catalyst Semiconductor’s EEPROM technology will strengthen our ASIC and power
product capabilities expanding our ability to more comprehensively address
our customers’ needs - Catalyst Semiconductor’s proprietary intellectual property and proven design
capabilities To compete successfully in today’s global marketplace, size
and scale are important. ON Semiconductor can provide Catalyst with:
• Enhanced scale • Deeper customer relationships and sales channels • Integrated manufacturing capabilities • An expanded addressable market - ON Semiconductor’s world-class operational capabilities and supply chain enable
Catalyst Semiconductor’s products to better penetrate a variety of
markets including, but not limited to: telecommunications, networking
systems, automotive, industrial and consumer markets Why is ON
Semiconductor Acquiring Catalyst Semiconductor |
 Employee Presentation • July 2008 • World class, high volume, cost effective products • Leading standard products in Automotive, Computing, Consumer and Communications end markets • Industry leader in power management • Leader in analog, mixed signal and EEPROM technologies • Top 4 player in EEPROM sector • Proprietary technology and proven design capabilities • Leading standard and custom products increase customer value proposition • Expanded analog and mixed signal design and strong EEPROM capabilities • Expanded presence in automotive, consumer and industrial end markets • Integrated manufacturing capabilities including advanced sub-micron Gresham fabrication facility which can extend the product roadmap and increase the total addressable market A Winning Combination |
 Employee Presentation • July 2008 • Why is ON Semiconductor Acquiring Catalyst Semiconductor • About ON Semiconductor • Organization Overview and Common Questions • Expectations and FAQs • Employee Resources Agenda |
 Employee Presentation • July 2008 Vision and Mission of ON Semiconductor Our Vision Our Mission Dedicated to becoming the premier supplier of Dedicated to becoming the premier supplier of high performance energy efficient silicon high performance energy efficient silicon solutions worldwide solutions worldwide To provide our customers with high quality, To provide our customers with high quality, cost efficient solutions to solve the demanding cost efficient solutions to solve the demanding power and signal management design power and signal management design challenges challenges |
 Employee Presentation • July 2008 Industry Dynamics Continue to Favor ON Semiconductor • Rationalization of the Supplier Base – ON Semiconductor is the one-stop shop for the semiconductor requirements of
our customers • From custom ASICs to standard components, we are an expert in power efficiency with the broadest selection of semiconductor products • We shipped more than 32 billion units in 2007, more than five products for every person in the world with 95 percent on-time delivery to our key customer requested dates • Customers and Consumers are focused on Energy Efficiency – Government agencies such as EnergyStar™, California CEC, European Code of
Conduct and the China CSC as well as consumers are focused on the power
consumption of electronic devices – ON is a leader in the Green wave with its GreenPoint™ power solutions and Greenline™ products that meet these emerging standards at a lower total design cost • Consumer Driven Semiconductor Growth – High Volume, Competitive Costs, High Quality Levels, Flexible Capacity, Quick
Design Turns |
 Employee Presentation • July 2008 Focus on the Right Applications • Factory Automation • Security Systems • Sensor Interfaces • Wireless or Wired Networking • Communications Interface Industrial Medical • Implantable Devices • Remote Patient Monitoring • Medical Imaging • Blood Glucose Monitoring • Hearing Aids • Therapeutics Automotive • Driver Information and Telematics Powertrain • Safety and Chassis • Audio and Infotainment • Exterior & Interior Lighting • Body Electronics Computing & Gaming • CPU / GPU Power Delivery and Regulation • Efficient Power Supplies • Audio Signaling • Thermal Management Portable Consumer • Display & Flash LED Lighting • Audio Subsystems • Data Switching • Battery Charging Control • Filtering for Camera and LCD Interface Media & Entertainment • Audio Signaling • Digital Audio/Video Transmission • Image Filtering • Digital Audio/Video Switching • Conditional Access Systems • Power Supply Efficiency HV Communication • IP Cameras • World Class PoE • Surveillance Cameras • Industrial Ethernet • Robust Ethernet Environment • High Power Accuracy Military & Aerospace • Guidance Systems • Infrared Imaging • Secure Military Communications • Commercial/Military Avionics • Tactical Missiles/Munitions |
 Employee Presentation • July 2008 The Transformation Continues Premier Energy Efficient Supplier FUTURE Enhanced Capabilities • Commodity/mass-market orientation • Strong focus on operations / supply chain / logistics • Sales focused on procurement (transactional) • Strong service differentiation • Emerging design relationships • Loose pricing management • Improving financial health with debt and interest expense reduction 1999-2004 • Premier supplier of high performance energy efficient solutions • Customers Strategic Semiconductor Supplier • Strong systems and field applications • Revenues > $4 billion, GMs > 50% • Alignment of resources across company • Expansion of product, sales and engineering capabilities through acquisitions • Focused product success in high growth applications • Important Supplier to Category One and Category Two customers • Disciplined pricing process to capture margin • Projected $2.2 billion in Sales and 40%+ GMs • Strong cash generation Responsive and Flexible Supplier 2004-2008 |
 Employee Presentation • July 2008 Product Leadership Customer Intimacy Operational Excellence Leveraging our operational strengths. • Lower manufacturing costs. • Improve quality and supply chain. Building intimate relationships with market-making customers. • Dedicate resources to understand the needs of our key customers. • Develop solutions for customer’s key applications. Improving our technological capabilities to provide leadership in power and signal management solutions. • Increase rate of technological innovation. • Shorten development cycle times. ON Semiconductor Business Strategy |
 Employee Presentation • July 2008 Together We Have A Winning Organization • Operational Excellence – Manufacturing capability to deliver solutions at the right value point – Supply chain management expertise to ensure you get your parts when you want
them, where you want them, and how you want them • Customer Intimacy – Worldwide sales, design and support locations – Solution Engineering Centers dedicated to working closely with customers to drive
innovative designs with higher performance and getting them to market
fast • Product Leadership – Expertise in power efficient products and solutions and memory technologies • Custom, integrated ASICs, EEPROM to standard components • Serving a broad range of end-market applications/end products – System knowledge to meet tomorrow’s power management challenges – Analog and power IC and memory design expertise to translate customer requirements into next generation products – Broadest portfolio to offer both parts and system solutions
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 Employee Presentation • July 2008 Worldwide Design & Manufacturing |
 Employee Presentation • July 2008 • Why is ON Semiconductor Acquiring Catalyst Semiconductor • About ON Semiconductor • Organization Overview and Common Questions • Expectations and FAQs • Employee Resources Agenda |
 Employee Presentation • July 2008 Custom and Foundry Bob Klosterboer Standard Products Bill Hall Catalyst Semiconductor Gelu Voicu President and Chief Executive Officer Keith Jackson Finance Donald Colvin Integration Charlotte Diener COO – Chief Operating Officer John Nelson Sales & Marketing Bob Mahoney Human Resources Colleen McKeown General Counsel Sonny Cave Manufacturing Services Bill George Automotive and Power Regulation Products Andy Williams Computing and Digital and Consumer Products Bill Schromm Organization |
 Employee Presentation • July 2008 Common Questions • Organization Expectations • HR Policies – 2008 Benefits • Travel – Policy • Payroll • Seniority • Vacation and sick leave |
 Employee Presentation • July 2008 • Why is ON Semiconductor Acquiring Catalyst Semiconductor • About ON Semiconductor • Organization Overview and Common Questions • Expectations and FAQs • Employee Resources Agenda |
 Employee Presentation • July 2008 Expectations • Your manager should: – Hold department meetings – Help set your focus/priorities • Employees should: – Stay informed by reading FAQs from Catalyst Semiconductor – Ask questions – Send questions to employee.questions@onsemi.com
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 Employee Presentation • July 2008 Expectations Moving forward • You will see: – Ongoing communications • “The Circuit” – The employee newsletter – Updated FAQs – Ongoing communication meetings – Commitment to integrating work groups |
 Employee Presentation • July 2008 Frequently Asked Questions Top FAQs could be site-specific 1. Where can I find answers to my questions? 2. How many people are being laid off? 3. Are layoffs planned? 4. When will benefits change? 5. When do I get paid? 6. How will salaries be impacted? 7. Will there be merit changes? 8. Will my title change? |
 Employee Presentation • July 2008 • Why is ON Semiconductor Acquiring Catalyst Semiconductor • About ON Semiconductor • Organization Overview and Common Questions • Expectations and FAQs • Employee Resources Agenda |
 Employee Presentation • July 2008 • Colleen McKeown, SVP, HR and Communication • David Eichler, CFO/HR – Rosa Vasquez, HR • Kerry Chou, HR, Compensation • Mark Carr, VP, HR Operations • Tobin Cookman, HR Director • Robert Colbert, Manager, Employee Communications • Linda Chan, HR Director Asia • employee.questions@onsemi.com Human Resources Contacts |
 Employee Presentation • July 2008 • Company intranet • Site/department meetings • employee.questions@onsemi.com • Human Resources • Your leader • The Circuit – the employee newsletter Employee Resources |
 Employee Presentation • July 2008 Questions? |
 Employee Presentation • July 2008 |